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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SPRECKELS INDUSTRIES, INC.
(NAME OF SUBJECT COMPANY)
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L ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
COLUMBUS MCKINNON CORPORATION
(BIDDERS)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER CUSIP NO. 849416201
SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK
PURCHASE RIGHTS)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($9.17 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($11.67 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($15.00 EXERCISE PRICE PER WARRANT)
WARRANTS TO PURCHASE SHARES OF CLASS A
COMMON STOCK
($1.00 EXERCISE PRICE PER WARRANT)
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS
OF SECURITIES)
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ROBERT L. MONTGOMERY, JR.
COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228
(716) 689-5400
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH COPIES TO:
FREDERICK G. ATTEA, ESQ. MORTON A. PIERCE, ESQ.
PHILLIPS, LYTLE, HITCHCOCK, DEWEY BALLANTINE
BLAINE & HUBER 1301 AVENUE OF THE AMERICAS
3400 MARINE MIDLAND CENTER NEW YORK, NEW YORK 10019
BUFFALO, NEW YORK 14203 (212) 259-8000
(716) 847-7010
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This Amendment No. 2 (the "Amendment") to the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on August 30, 1996, as amended on September 18, 1996, relates to
the offer by L Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Columbus McKinnon Corporation, a New York corporation
("Parent"), to purchase (i) all outstanding shares of Class A Common Stock,
par value $0.01 per share (the "Shares"), of Spreckels Industries, Inc. (doing
business as Yale International, Inc.), a Delaware corporation (the "Company"),
including the associated common stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of November 11, 1995, between the
Company and ChaseMellon Shareholder Services, L.L.C. (successor to Chemical
Mellon Shareholder Services, L.L.C.), as Rights Agent, as amended, at a
purchase price of $24.00 per Share (and the associated Right) and (ii) all
outstanding warrants of the Company to purchase Shares (the "Warrants"), at a
price equal to the difference between the Offer price for the Shares and the
exercise price for each of the Warrants, in each case net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated August 30, 1996 and in the related
Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"). The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer, originally scheduled to expire at 12:00 midnight, New York City
time, on September 27, 1996, has been extended by Parent and is now scheduled
to expire at 12:00 midnight, New York City time, on Wednesday, October 9,
1996.
In addition, on September 26, 1996, Parent issued a press release which
announced the extension of the tender offer. A copy of the press release
issued by Parent on September 26, 1996, is filed herewith as Exhibit (a)(10)
and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Form of press release issued by Parent on September 26, 1996.
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SIGNATURE
After due inquiry and to the best of its knowledge, and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 27, 1996
L ACQUISITION CORPORATION
By /s/ Robert L. Montgomery, Jr.
Name: Robert L. Montgomery, Jr.
Title: Vice President and
Treasurer
COLUMBUS McKINNON CORPORATION
By /s/ Robert L. Montgomery, Jr.
Name: Robert L. Montgomery, Jr.
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT 99.(a)(10)
COLUMBUS MCKINNON CORPORATION ANNOUNCES
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EXTENSION OF TENDER OFFER FOR
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YALE INTERNATIONAL, INC.
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FOR IMMEDIATE RELEASE
September 26, 1996
AMHERST, NY -- Columbus McKinnon Corporation (Nasdaq: CMCO) today announced that
it will extend its $24 per share cash tender offer for the acquisition of
Spreckels Industries, Inc. (doing business as Yale International, Inc.) (Nasdaq:
YALE) which was commenced on August 30, 1996. The tender offer will now expire
at 12:00 midnight, New York City time on October 9, 1996, unless further
extended by Columbus McKinnon Corporation. The tender offer had previously been
scheduled to expire at 12:00 midnight, New York City time on Friday, September
27, 1996. As of 5:00 p.m. New York City time on September 25, 1996, 726,887
shares of Spreckels Industries, Inc. Class A Common Stock and 52,690 $1.00
Warrants, 183,039 $15.00 Warrants, 53,727 $11.67 Warrants and no $9.17 Warrants
to purchase shares of Class A Common Stock have been validly tendered in the
tender offer.
Columbus McKinnon Corporation designs, manufactures and sells a broad
range of material handling, lifting and positioning products which are sold in
the domestic and international markets. Its products are sold through
distributors to end-users for numerous applications in the general
manufacturing, crane building, mining, construction, transportation,
entertainment, power generation, waste management, agriculture, marine, medical
and other markets, and to hardware and farm equipment distributors, mass
merchandisers and rental outlets for consumer use.
Columbus McKinnon Stock trades on the Nasdaq National Market System
under the symbol, "CMCO."
CONTACT: Robert L. Montgomery, Jr. Executive Vice President and Chief
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Financial Officer of Columbus McKinnon Corporation, (716) 689-5400.
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